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"They come in different ways, so many different ways," Mick Jagger declares with a melodramatic pleading in his voice, like he's being forced at knifepoint to divulge some great private secret. Which, in a sense, he is — how he and Keith Richards write songs together. Not the old shopworn shorthand about the birth of "Satisfaction" or "Honky Tonk Women," but how they really do it, from genesis to revelation.

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"For instance, 'You Got Me Rocking,'" Jagger begins, picking for today's lesson a hard-boiled barroom boomer from the Rolling Stones' new album, Voodoo Lounge. "It started off as Keith playing the piano as sort of a slow, boogie-woogie blues. And the form was, like, just the same thing going round and round and round. You never knew whether you were singing the verse or the chorus. And it was very fluid, good fun and all that.

"But then, when we went to play it with the band, it was like 'Well, am I singing the verse here or what? What's going on? Is this a chorus? Do we need another part?' So we had to decide if we needed a bridge there, and if this was going to work. 'I want to know when I'm finished singing the verse! I've got to know!' Otherwise, it all sounded the same.

"'Ah, it doesn't matter,' Keith would say. 'Well, it matters to me!' And, of course, he's right. And I'm right. We're both right."

Jagger is warming up to his tale now, shimmying in his chair in the sun-dappled kitchen of his town house, on Manhattan's Upper West Side, as the rhythm of the story, and the song, heats up.

"So we transpose it from piano to guitar — I was playing the guitar, Keith is playing piano and singing. And then I started playing slide guitar, and it started to sound like Elmore James. And then back to something else.

"Finally I said, 'Keith, you've got to come off the piano and play guitar. I can't hear what's going on, there's too much racket!' Then the song had to take on the band thing, with everybody playing, so you start to codify it a bit, where the chorus is and so on. And it still doesn't have a lyric, and I'm still messing with the melody. Keith had a couple of them he was using when he played. If it's going to be a rock song, it has to have a definite chorus and melody.

"So," Jagger says with mock deathbed weariness, "I picked one.

"Maybe that's not how Keith remembers it," he concludes, with a playful poke at his alter ego, "but that's how I remember it."

Actually, Richards doesn't remember a whole lot about it. He's not much of a details man, anyway. What sticks in his mind is the vibe, the telepathic '65-vintage ripple that runs around the room whenever the Stones start playing together — even if, these days, it's only every three or four years.

"It's amazing to watch a song emerge from the barest little idea — the skinniest, scrawniest, barely visible idea — and watch these guys turn it into something," Richards says with genuine amazement in his Manhattan management office. "You can talk about it all you want, but you only know it when you start playing. And then you know it in a minute. I'm tuning up, Mick's getting ready, Charlie mopes in, 'OK, let's play such and such.' And before the intro is over, it's 'Yeah, this is going to be cool.'

"You know it in the first few bars. But it's not done by verbals. It's not an oral communication. It's body language, eye contact, the grinning, the little signals that go on between people."

In fact, Richards points out, when the Stones were making Voodoo Lounge, co-producer Don Was had standing orders to just let the tapes roll, no matter how much or how little seemed to be going on in the studio. "It might appear that nothing's happening," Richards notes emphatically, from years of experience, "but that's actually when it really happens."

In many respects, Voodoo Lounge is business as usual for the Rolling Stones. The album's mid-July release marks the halfway point in the band's now-standard two-year activity cycle: new record, a world tour that opens August 1 in Washington, D.C., hoopla to spare. Like 1989's Steel Wheels, the album was written mostly by Jagger and Richards at Eddy Grant's studio, on the Caribbean island of Barbados, rigorously rehearsed by the band over several months and cut in a comparative flash — in this case, a blitzo six weeks.

But Voodoo Lounge is actually an album of firsts. It is the Stones' first album under their new megapaycheck deal with Virgin Records, estimated at the time of signing to be worth more than $50 million. It is the band's first album to be recorded with a major outside producer, Was, since 1986's Dirty Work (done with Steve Lillywhite) and, before that, the turn-of-the-'70s studio reign of Jimmy Miller. And Voodoo Lounge is the first album the Stones have ever made without bassist Bill Wyman, who had talked a lot about leaving the band in recent years and who finally cut the cord for good at the end of 1992. With the recruitment of 32-year-old Darryl Jones, a jazz-funk journeyman who's played with both Miles Davis and Madonna, guitarist Ron Wood is now pleased to announce that — as he put it to Richards — "At least I'm not the new boy in the band anymore."

To Richards, this is also the first Stones album in some time — more years than he cares to count, anyway — that the Stones have worked and played like a band, not just an institution. "To not just sound like the Stones," he says, "but be them. Like I told Mick, 'You gotta play a lot of harp.' Because with the Stones, that was one of the original instruments. And his phrasing is so uncanny on the harp. If that can roll over onto the vocals . . .

"After all," Richards notes, cackling, "it's just pushing air out of your mouth."

Voodoo Lounge is certainly grounded in the tried and true: classic Richards guitar crank, Jagger's rubbery yowling, Wood's sweet and salty maneuvers on pedal steel and slide guitars. But it also rattles with a spirit of deviant inspiration and rhythmic chance that is much more Between the Buttons and Let It Bleed than Tattoo You. For every able-bodied bow to Sticky Fingers and Exile on Main Street archetypes, such as "Love Is Strong" and "You Got Me Rocking," there are taut, smartly tailored left turns like the slinky, T. Rex-ish auto-erotica of "Brand New Car" and the tense, customized R&B mood flips of "Baby Break It Down."

Sure, you've heard it before. "The Stones are back, they're rockin'." And you've been burned — by Black and Blue, Emotional Rescue and the overmanicured pop and groove filler that marred even strong outings like Dirty Work and Steel Wheels. But Voodoo Lounge is an album that the Stones were pressed to make, one that would argue hard and loud for their defiant longevity. It had to be the album that answered, once and for all, the nagging rock & roll question of the '90s: After three decades in the fray, now minus Bill Wyman, with a median age of almost 51, why do the Stones still fucking bother?

Because, as Watts bluntly puts it, "it's still a very good band when it's going." Which isn't all that often. But to Jagger, that's not a problem. It's a kind of strength.

"You can't get off on it the whole time," he argues. "It's like you can't be fucking the whole time. Because it spoils it for the times when you really want to do it. You have to work yourself up to the moment when you really give yourself up to the feeling. That's what being in a band is all about, whether it's been together 30 years or three weeks."

"We're out on this limb all on our own — nobody's kept it together this long," Richards declares with a mixture of pride and, he readily concedes, a bit of fear. "It's like one of those old maps where there are dragons, and it says End of The World. Where is it? You don't know. You're supposed to fall off here.

"We have no road maps, no way of knowing how to deal with this," he insists. "But everyone wanted to do it. 'We can still show 'em a trick or two. And learn a trick or two in the process.' I'm very proud of the career, as long as it's gone. Still, it's the old story — who's gonna get off of this bus while you're still feeling good about it?"

Bill Wyman didn't feel good about it anymore. It was as simple as that. At a band meeting following the last dates on the '89-'90 Steel Wheels/Urban Jungle Tour, Wyman informed the other Stones in no uncertain terms that he had had enough. The others didn't believe him.

Jagger recalls his own reaction quite clearly: Wyman's just tired, not serious. "I said, 'Oh, Bill, if we say we're going back out on the road tomorrow for another year, I can understand that. But we're not even going to record for another 18 months. Relax. Think about it.'" Wyman never changed his mind. He didn't even sign the new Virgin deal, according to Jagger.

"I was not really surprised," Jagger says now. "He was so adamant. But I think Keith felt a bit rejected."

The word Richards uses is devastated. "I was ready to kill Bill Wyman," he says, laughing but with a hint of steam still coming out of his ears. "How dare you? Nobody leaves. Especially from that end of the band.

"I kind of appreciated Bill in a way, later," Richards then says a little more generously. "He was being true to himself. He really didn't want to do it. And it was a chance to put a new engine in down there."

Have you ever wondered what it's like to audition for the Rolling Stones? It's quite simple, really. You play the hits.

"You come in," confirms Jagger, "play 'Brown Sugar,' 'Satisfaction,' all that crap." And that's what the Stones did last summer in New York City for an entire week, four auditions a day, then again later in the year at Ron Wood's home studio, in Ireland. In addition to Darryl Jones — whom Jagger had seen play with Sting and whom Richards had met through his X-Pensive Wino cohorts Steve Jordan and Charley Drayton — the Stones checked out about 20 top players, including Living Colour's Doug Wimbish, NRBQ's Joey Spampinato, Pino Palladino and even a woman, Tracy Wormworth.

Jones eventually made it through the whole drill; he plays on every song on the new album except "Brand New Car" (which features Richards on bass). "I tried not to get too attached to the outcome," Jones remarks calmly. "After we did the record, Mick said he thought I did a good job, and Keith said he'd like to have me hang around again. But I didn't really get the word, officially, on the tour until a couple of months ago."

Was went through an audition of sorts himself. On Jagger's invitation, he went to a band meeting to discuss production possibilities and was greeted with an extended monologue from Richards on why the Stones didn't need a producer. Was says he walked out thinking, "At least I've got something to tell my grandchildren."

By the time he was on the case at Windmill Lane Studios, in Dublin, Ireland, where the basic tracks for the album were recorded (mostly live), Was had set his own agenda. Jagger complains, half-jokingly, that Was is "definitely anti-groove. Charlie and I worked on a lot of groove tunes that never made it onto the record. That was the one thing I was slightly disappointed by."

Was mounts a convincing defense. "I'm certainly not anti-groove, just anti-groove without substance," he insists, adding pointedly, "in the context of this album. They had a number of great grooves. But it was like 'OK, what goes on top of it? Where does it go?'

"I just felt that it's not what people were looking for from the Stones. I was looking for a sign that they can get real serious about this, still play better than anybody and write better than anybody."

Richards never had any doubt. "Innovations. A willingness to experiment. That's what feels like the Stones," he says. "It wasn't like the other periods where — like everybody else — we were trying to sound like the Stones. We had to get over that. We already are the Stones."

Just in case, Richards also had a good-luck charm. One night during the writing sessions in Barbados, he was cutting through an evening rainstorm on his way to the studio when he spotted out of the corner of his eye what looked at first like a rather large toad. Except that toads don't say meow.

"It's this little cat, maybe three weeks old," Richards recounts with a surprisingly paternalistic gleam in his eye, "and it's drowning. He's the runt of the litter, and his mom obviously doesn't want him. So I put him under my coat and took him to the studio.

"It looked like eyedropper time. He looked too young to feed. But we got a saucer of milk, dunked his head in it, and he licked it all up. At that point, I turned to Pierre [Beauport, Richards' guitar tech] and said, 'How goes this cat is how goes this album. It's our job. If we nurture this fella, it's gonna be a good album.'"

A year later, the cat is living large in Connecticut, the pride and joy of the Richards household. Meanwhile, Voodoo Lounge is ready for release, and the Stones are primed to run themselves ragged around the world behind it.

Don't get too excited, though, about the gris-gris and booze-noir flavor of the album's title. The first half of it comes from the cat; Richards named him Voodoo ("He was one lucky cat"). The other half comes from Richards' habit of personalizing the recording studios where he works, usually with incense, a couple of scarves thrown over the lights and a handwritten sign that says Dox Office. "I'm the doc," he explains. "It's like a ritual, a fetish." This time, in honor of the cat, he amended the sign to Dox Office — and Voodoo Lounge, complete with little drawings of musical notes and champagne bottles "like some cheapo bar."

The real punch line, Richards goes on, is that until about three months ago, the record still had no title. "We agonized over it," he says. "And it was staring us in the face. Finally, it was Mick who said, 'What about Voodoo Lounge? Why not? Kind of like Beggars Banquet. Right number of syllables.'

"I was really pissed with myself, though, after painting the sign and all. I'm usually the one with the cheap ideas, not Mick. His are usually real expensive."

Jagger purses his lips tightly and fidgets impatiently in his chair while his eyes roll skyward with undisguised exasperation. He's ready for it. He knows it's coming. But that doesn't make it any less annoying. You wonder if he even wishes that he and Richards had never written the song that inspired it — the question that dogs the latter-day Stones every time they start their engines. Could this be the last time?

It's kind of cruel, really, to ask it again. But you can't resist it, just to see if he's changed his tune since, well, the last time. No such luck.

"I just say no — because I don't know the answer," Jagger announces with a bored finality. Not that he believes anyone will really take the hint. "My thing about it is, I hate trading off it. I see a lot of bands do that. It's not a new thing, either, it's ancient. Like an old actor: 'This is my last tour. I'm not doing Hamlet anymore. You'll never see it again.' It's just something to sell tickets with.

"My personal thing is always 1 will do the next Rolling Stones record and tour. I am very happy. But I will not promise any more.' Because I don't want to promise something I don't know I can really deliver."

That's pretty much how the Stones' Virgin Records contract reads, too. The deal calls for three new albums but includes a money-back guarantee for only one; Virgin also gets the Stones catalog going back to Sticky Fingers as a nice, fat consolation prize. "If we make this one," Jagger explains, "and then say, 'Well, we're too old now,' we don't have to do anything. You're not on a hook.

"I know people might think I'm splitting hairs, but it's so easy to use it as a selling point," Jagger continues, drifting back to that question, "and I don't want to.

"Of course," he exclaims with a devilish glint in his eye, "whenever we play, it's always the last time someone will see us. They might get run over by a bus the next day. For them, it was the last time."